SEAWELD ENGINEERING LIMITED

We, the undersigned Members of the above-named Company, being all the Members of the Company who at the date of these Resolutions are entitled to attend and vote at a General Meeting of the Company, hereby pass the following Resolutions in accordance with section 381A of the Companies Act 1985, as inserted by section 113 of the Companies Act 1989, as a Special Resolution and as Extraordinary Resolutions respectively: “That the Company be wound up voluntarily, and that Christopher Robin Ashe and Andrew John Turner, both qualified Insolvency Practitioners of the firm of Lovewell Blake, 89 Bridge Road, Oulton Broad, Lowestoft NR32 3LN, be and are hereby appointed Joint Liquidators of the Company for the purposes of the voluntary winding-up, that the Joint Liquidators be given the authority to distribute any of the Company’s assets to the Shareholders in specie or in cash and the Joint Liquidators may exercise their absolute discretion in determining the value of such assets and that the Joint Liquidators be authorised to draw their remuneration on a time cost basis in accordance with the normal policy of their firm. The final remuneration will be approved by the Members at their Final Meeting.” D R Parkes, D F Pooley and P J Rawson 1 October 2005